UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM 10-Q
                                -----------------

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the quarterly period ended September 30, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                       Commission file number : 000-53268

                        CHINA WI-MAX COMMUNICATIONS, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Nevada                                               61-1504884
------------------------                                ------------------------
(State of Incorporation)                                (IRS Employer ID Number)

             1905 Sherman Street, Suite 335, Denver, Colorado 80203
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-668-0199
                           --------------------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X]   No [  ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]                              Accelerated filer [  ]
Non-accelerated filer  [  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]

<PAGE>

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate  the number of shares outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of November 13, 2008, there were 10,144,000 shares of the registrant's common
stock issued and outstanding.




<PAGE>


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

<S>                                                                                        <C>

Item 1.  Financial Statements                                                              Page
                                                                                           ----

         Balance Sheets -September 30, 2008 (unaudited) and
                  December 31, 2007                                                        F-1

         Statements of Operations  (unaudited) -
                  Nine and Three  months ended  September  30, 2008 and 2007 and
                  From July 5, 2006 (Inception) to September 30, 2008                      F-2

         Statements of Changes in Shareholders'  Deficit  (Unaudited) - From July
                   5, 2006 (Inception) to September 30, 2008                               F-3

         Statements of Cash Flows  (Unaudited) - Nine months ended September 30,
                  2008 and 2007 and From July 5, 2006  (Inception)  to September
                  30, 2008                                                                 F-4

         Notes to the Financial Statements (Unaudited)                                     F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                 1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable        4

Item 4. Controls and Procedures                                                             4

Item 4T.  Controls and Procedures                                                           5

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                  5

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        5

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   5

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable               6

Item 5.  Other Information - Not Applicable                                                 6

Item 6.  Exhibits                                                                           6

SIGNATURES                                                                                  7
</TABLE>


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                CHINA WI-MAX COMMUNICATIONS, INC.
                                (A Development Stage Enterprise)

                                         BALANCE SHEETS



                           ASSETS
                                                                               September 30,              December 31,
                                                                                   2008                       2007
                                                                             ------------------         ------------------
                                                                                 Unaudited
<S>                                                                          <C>                        <C>

Current assets:
   Cash                                                                      $         120,984          $         182,401
   Receivable from issuance of common stock (Note 6)                                         -                      2,570
   Accounts receivable (Note 7)                                                         21,882                          -
   Prepaid expenses                                                                     17,765                      8,019
                                                                             ------------------         ------------------

   Total current assets                                                                160,631                    192,990
                                                                             ------------------         ------------------

Property and equipment (Note 3)                                                        506,549                          -
                                                                             ------------------         ------------------

Other assets:
  Debt-issue costs, net                                                                  1,261                      3,162
  Deposits for acquisition of long-lived assets (Note 3)                               368,042                    491,666
                                                                             ------------------         ------------------
                                                                                       369,303                    494,828
                                                                             ------------------         ------------------

         Total assets                                                        $       1,036,483          $         687,818
                                                                             ==================         ==================



            LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                          $          45,001          $          87,501
   Accrued interest                                                                    144,397                     16,380
   Convertible notes payable (Note 4)                                                1,004,300                    914,000
                                                                             ------------------         ------------------

   Total current liabilities                                                         1,193,698                  1,017,881
                                                                             ------------------         ------------------
Non-current liabilities:
   Convertible notes payable (Note 4)                                                1,053,200                          -
                                                                             ------------------         ------------------

         Total liabilities                                                           2,246,898                  1,017,881
                                                                             ------------------         ------------------

Shareholders' deficit (Note 6):
      Common stock; $.001 par value; 50,000,000 shares authorized;
        10,144,000 and 9,770,000 shares issued and outstanding as of
        September 30, 2008 and December 31, 2007, respectively                          10,144                      9,770
      Additional paid-in capital                                                       358,736                    113,295
      Accumulated other comprehensive income                                            25,466                          -
      Deficit accumulated during the development stage                              (1,604,761)                  (453,128)
                                                                             ------------------         ------------------
     Total shareholders' deficit                                                    (1,210,415)                  (330,063)
                                                                             ------------------         ------------------

                                                                             $       1,036,483          $         687,818
                                                                             ==================         ==================
</TABLE>


                          See notes to unaudited financial statements.

                                           F-1


<PAGE>

<TABLE>
<CAPTION>

                                CHINA WI-MAX COMMUNICATIONS, INC.
                                (A Development Stage Enterprise)

                         STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                           (Unaudited)


                                                                                                                   Period from
                                                                                                                   July 5, 2006
                                              Three months     Three months     Nine months      Nine months       (inception)
                                                 ended             ended            ended            ended           through
                                             September 30,     September 30,    September 30,    September 30,     September 30,
                                                  2008             2007             2008             2007              2008
                                            ---------------  ---------------- ---------------- ---------------------------------
<S>                                         <C>              <C>              <C>              <C>               <C>

Revenue                                     $       15,195   $             -   $       15,195  $             -   $       15,195
Cost of revenue                                    (11,670)                -          (11,670)               -          (11,670)
                                            ---------------  ---------------- ---------------- ----------------  ---------------
      Gross margin                                   3,525                 -            3,525                -            3,525

Operating expenses:
    General and administrative expense            (297,035)          (16,340)      (1,026,084)         (79,884)      (1,460,724)
                                            ---------------  ---------------- ---------------- ----------------  ---------------

Operating loss                                    (293,510)          (16,340)      (1,022,559)         (79,884)      (1,457,199)
                                            ---------------  ---------------- ---------------- ----------------  ---------------

Other expense:
    Interest expense (Note 4)                      (49,387)                -         (129,074)               -         (147,562)
                                            ---------------  ---------------- ---------------- ---------------------------------

Net loss                                          (342,897)          (16,340)      (1,151,633)         (79,884)      (1,604,761)

Foreign currency translation gain                   25,466                 -           25,466                -           25,466
                                            ---------------  ---------------- ---------------- ---------------------------------

Comprehensive loss                          $     (317,431)  $       (16,340) $    (1,126,167) $       (79,884)  $   (1,579,295)
                                            ===============  ================ ================ ================  ===============

Basic and diluted net loss per share        $        (0.03)  $             *  $         (0.12) $         (0.01)
                                            ===============  ================ ================ ================

Weighted average number of common
    shares outstanding                          10,105,000         9,000,000        9,959,179        6,361,319
                                            ===============  ================ ================ ================

*Less than ($0.01) per share.
</TABLE>






                          See notes to unaudited financial statements.

                                              F-2

<PAGE>

<TABLE>
<CAPTION>

                                CHINA WI-MAX COMMUNICATIONS, INC.
                                (A Development Stage Enterprise)

                               STATEMENTS OF SHAREHOLDERS' DEFICIT

                PERIODS FROM JULY 5, 2006 (INCEPTION) THROUGH SEPTEMBER 30, 2008


                                                                                            Accumulated   Deficit
                                                                             Additional       other      accumulated     Total
                                                     Common stock              paid-in     comprehensive  during the     share-
                                              -----------------------------                              development    holders'
                                                Shares            Amount       capital        income        stage       Deficit
                                              -----------      ------------  -----------    ----------  --------------------------
<S>                                           <C>              <C>           <C>          <C>           <C>           <C>

Common stock issued for cash between
July 5, 2006 (inception) and December
31, 2006 at par value ($0.001 per
share)                                         3,825,000       $     3,825   $        -   $         -   $         -   $     3,825

Net loss                                                                              -             -        (8,538)       (8,538)
                                              -----------      ------------  -----------  ------------  ------------  ------------

Balances, December 31, 2006                    3,825,000             3,825            -             -        (8,538)       (4,713)

Common stock issued for cash between
January and June 2007 at par value
($0.001 per share)                             5,230,000             5,230            -             -             -         5,230

Common stock issued for cash between
June and December 2007 at par value
($0.001 per share)                               260,000               260            -             -             -           260

Common stock issued for services,
valued at $0.25 per share (Note 6)               455,000               455      113,295             -             -       113,750

Net loss                                               -                 -            -             -      (444,590)     (444,590)
                                              -----------      ------------  -----------  ------------  ------------  ------------
Balances, December 31, 2007                    9,770,000             9,770      113,295             -      (453,128)     (330,063)


Shares of common stock cancelled at
par value (unaudited)                           (260,000)             (260)           -             -             -          (260)

Common stock issued for services,
valued at $0.25 per share (Note 6)
(unaudited)                                      634,000               634      157,866             -             -       158,500

Fair value of options vesting during
the period (Note 6) (unaudited)                        -                 -       87,575            -             -         87,575

Net loss (unaudited)                                   -                 -            -             -    (1,151,633)    (1,151,633)

Other comprehensive income adjustments
    Gain on foreign currency translation
    (unaudited)                                        -                 -            -        25,466             -        25,466
                                              -----------      ------------  -----------  ------------  ------------  ------------

Balances, September 30, 2008 (unaudited)      10,144,000        $   10,144   $  358,736    $   25,466   $(1,604,761)   $(1,210,415)
                                              ===========      ============  ===========  ============  ============  ============
</TABLE>





                               See notes to unaudited financial statements.

                                              F-3

<PAGE>

<TABLE>
<CAPTION>

                                CHINA WI-MAX COMMUNICATIONS,INC.
                                (A Development Stage Enterprise)

                                    STATEMENTS OF CASH FLOWS

                                           (UNAUDITED)
                                                                                                                     Period from
                                                                                                                     July 5, 2006
                                                                                                                     (Inception)
                                                                                                                       through
                                                                  Nine months ended      Nine months ended            September 30,
                                                                  September 30, 2008     September 30, 2007               2008
                                                                  --------------------   --------------------      -----------------

<S>                                                               <C>                    <C>                    <C>

Cash flows from operating activities:
   Net loss                                                        $       (1,151,633)    $          (79,884)   $        (1,604,761)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
Common stock issued for services                                              158,500                 25,000                272,250
Non-cash stock option expense (Note 6)                                         87,575                      -                 87,575
Amortization of debt-issuance costs                                             1,901                      -                  4,009
   Changes in assets and liabilities:
   Increase in accounts receivable                                            (21,882)                (2,730)               (21,882)
   Increase in prepaid expenses                                                (9,746)                     -                (17,765)
   Increase (decrease) in accounts payable                                    (42,500)                22,303                 45,001
   Increase in accrued interest                                               128,017                      -                144,397
                                                                     -----------------      -----------------      -----------------

Net cash used in operating activities                                        (849,768)               (35,311)            (1,091,176)
                                                                  --------------------   --------------------      -----------------

Cash flows from investing activities:
       Purchase of property and equipment                                    (199,883)                     -               (481,083)
       Deposits for acquisition of long-lived assets                         (157,576)               (35,000)              (368,042)
                                                                  --------------------   --------------------   --------------------

Net cash used in investing activities                                        (357,459)               (35,000)              (849,125)
                                                                  --------------------   --------------------      -----------------

Cash flows from financing activities:
       Proceeds from issuance of convertible notes payable                  1,143,500                101,500              2,057,500
       Proceeds from issuance of common stock                                   2,310                  5,075                  9,055
       Debt issue costs                                                             -                      -                 (5,270)
                                                                  --------------------   --------------------      -----------------

Net cash provided by financing activities                                   1,114,810                106,575              2,061,285
                                                                  --------------------   --------------------      -----------------

Net (decrease) increase in cash                                               (61,417)                36,264                120,984
Cash, beginning of period                                                     182,401                  1,116                      -
                                                                  --------------------   --------------------      -----------------


Cash, end of period                                                $          120,984    $            37,380    $           120,984
                                                                  ====================   ====================      =================

Supplemental disclosure of non-cash investing
and financing activities:
      Receivable from issuance of common stock                     $                -    $             5,430    $                 -
                                                                  ====================   ====================      =================
</TABLE>


                          See notes to unaudited financial statements.

                                              F-4

<PAGE>



                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)


1.       Organization, basis of presentation, going concern and management's
         plans:

         Organization and basis of presentation:

         China Wi-Max  Communications,  Inc.  (the  "Company")  is a development
         stage  telecommunications  broadband provider.  The Company is a Nevada
         corporation formed in July 2006, and is focused on providing commercial
         customers with high bandwidth  connections  throughout first and second
         tier  markets  in  China.  For  accounting  purposes,  the  Company  is
         classified  as  a  development  stage  enterprise  in  accordance  with
         Statement of Financial Accounting Standards ("SFAS") No. 7.

         The  Company  is  implementing   plans  to  build,  own,  and   operate
         metropolitan  area Internet  Protocol  (IP)-based  broadband  networks
         using a combination of Company-owned optical  fiber and licensed Wi-Max
         (Worldwide  Interoperability  for  Microwave  Access) capable  wireless
         spectrum.  These  networks  are  designed  to provide the  reliability,
         redundancy,  scalability,  and  other  features  expected  of a carrier
         class network.  The Company  intends  to provide  value-added  services
         such as IP transport,  Internet  Service  Provider (ISP) services,  and
         broadband  internet  access.  The  Company plans to position  itself to
         bypass  the  local  loop  facilities  of  the  current  local  exchange
         carriers  to  connect   enterprise   customers  directly  to  a  global
         communications network.

         In September 2008, the Company effectuated the formation and control of
         two  wholly-owned  subsidiaries  in China:  Beijing  Yuan Shan Da Chuan
         Business  Development  Ltd.  ("Da Chuan") and Beijing Yuan Shan Shi Dai
         Technology Ltd. ("Shi Dai").  Da Chuan has contractual  agreements with
         two local  Chinese  companies to use  licenses to deliver  "Value Added
         Telecommunications Services". Shi Dai owns optical fiber assets located
         in Beijing and  Hangzhou;  Shi Dai's  purchases of optical fiber assets
         were made at the  direction of and with funding from China Wi-Max prior
         to  consolidation.  The Company began  generating  revenue in September
         2008, when it began initial operation of its network in Beijing.

         The Company's  financial  statements as of September 30, 2008,  and for
         the  period  from  September  24,  2008 (the date at which the  Company
         gained 100%  ownership of Da Chuan and Shi Dai) through  September  30,
         2008, include the accounts of Da Chuan and Shi Dai.

         The  accompanying unaudited  interim  financial  statements  have  been
         prepared in accordance with accounting principles generally accepted in
         the United  States of America for  interim  financial  information  and
         pursuant to the rules and  regulations  of the  Securities and Exchange
         Commission  ("SEC").   Certain  information  and  footnote  disclosures
         normally included in financial  statements  prepared in accordance with
         accounting  principles  generally  accepted  in the  United  States  of
         America have been  condensed or omitted  pursuant to such  regulations.
         The unaudited condensed  consolidated  financial statements reflect all
         adjustments  and  disclosures  that are, in the opinion of  management,
         necessary for a fair presentation.  Except as described above, all such
         adjustments  are of a normal  recurring  nature.  The  results  for the
         nine-month   period  ended  September  30,  2008  are  not  necessarily
         indicative  of the results  expected  for the year ending  December 31,
         2008. These interim financial  statements should be read in conjunction
         with the  financial  statements  and notes  included  in the  Company's
         Registration Statement on Form 10/A, as filed with the SEC.

                                      F-5

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)

1.       Organization, basis of presentation, going concern and management's
         plans (continued):

         Going concern and management's plans:

         The  accompanying  unaudited  interim  financial  statements  have been
         prepared on a going concern basis,  which  contemplates the realization
         of assets and the  settlement of  liabilities  and  commitments  in the
         normal  course  of  business.  The  Company  reported  a  net  loss  of
         approximately  $1,152,000 for the nine months ended September 30, 2008,
         and a working  capital deficiency and shareholders' deficit of approxi-
         mately $1,033,000 and 1,210,000,  respectively, at September 30,  2008.
         The Company has a limited operating history and minimal revenue produc-
         ing operations. In addition, the Company does not have a revolving loan
         agreement with any financial institution,  nor can the Company  provide
         any  assurance it will be able to enter into any such agreement  in the
         future,  or be able to raise funds through a future issuance of debt or
         equity.  These  factors raise substantial  doubt  about  the  Company's
         ability to continue as a going concern. The financial statements do not
         include   any   adjustments   relating  to   the   recoverability   and
         classification  of  assets  or  the  amounts   and   classification  of
         liabilities  that might be  necessary  should  the Company be unable to
         continue as a going concern.

         To address its current cash flow concerns,  the Company  completed a $1
         million note issuance  consisting of 12% convertible  notes maturing in
         December 2008,  convertible  at $0.25 per share.  The Company is in the
         process of raising additional capital through a $1 million bridge loan,
         subsequently   increased  to  $1.5  million,   which  consists  of  10%
         convertible  notes maturing in December 2009,  convertible at $0.50 per
         share.  The 10%  convertible  note  debt  issuance  is  expected  to be
         completed in the fourth  quarter of 2008.  In addition,  the Company is
         planning  a $5  million  private  placement  of stock  in  early  2009.
         Management  anticipates that the proceeds from the bridge loans and the
         private  placement will be used primarily to acquire  long-lived assets
         and  to  begin   marketing  the  Company's   services,   including  the
         implementation of required infrastructure.

2.       Summary of significant accounting policies:

         Use of estimates in the preparation of financial statements:

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting periods.
         Actual results could differ from those estimates.

                                      F-6

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)

2.       Summary of significant accounting policies (continued):

         International operations:

         The  Company's  foreign  operations  are  located  in  China.   Foreign
         transactions  are conducted in currencies  other than the U.S.  dollar,
         primarily  the  Chinese  Renmimbi  (RMB).  As a result,  the Company is
         exposed to movements in foreign  currency  exchange rates. In addition,
         the Company is subject to risks including  adverse  developments in the
         foreign political and economic  environment,  trade barriers,  managing
         foreign operations and potentially adverse tax consequences.  There can
         be no  assurance  that any of these  factors  will not have a  material
         negative  impact on the  Company's  financial  condition  or results of
         operations in the future.

         Long-lived assets:

         Management  assesses  the  carrying  values of  long-lived  assets  for
         impairment  when  circumstances  indicate  that such amounts may not be
         recoverable from future  operations.  Generally,  assets to be held and
         used are considered impaired if the sum of expected undiscounted future
         cash flows is less than the carrying amount of the asset.

         Debt issue costs:

         Debt  issue  costs of  approximately  $5,000  are  being  amortized  to
         interest expense on a straight-line  basis over the term of the related
         debt, which matures in December 2008 (Note 4). Accumulated amortization
         is approximately $4,000 as of September 30, 2008.

         Convertible securities:

         Convertible  notes are accounted for in accordance  with the provisions
         of Emerging  Issues Task Force ("EITF") Issue No. 98-5,  Accounting for
         Convertible  Securities  with  Beneficial  Conversion  Features  ("EITF
         98-5")  and EITF  Issue No.  00-27,  Application  of Issue No.  98-5 to
         Certain   Convertible   Instruments   ("EITF   00-27").   Under   these
         pronouncements,  the Company,  where  applicable,  records a beneficial
         conversion  feature  amortized  as  additional  discount  on  debt  and
         recorded as expense. The Company has also considered EITF No. 05-2, The
         Meaning of Conventional Convertible Debt Instruments and EITF Issue No.
         00-19,  Accounting for Derivative Financial Instruments Indexed to, and
         Potentially Settled in, a Company's Own Stock.

         Revenue recognition:

         The  Company  has  minimal  revenue-producing  operations.  The Company
         recognizes  revenue  pursuant to  Securities  and Exchange  Commission,
         Staff  Accounting  Bulletin  ("SAB") No. 101,  Revenue  Recognition  in
         Financial  Statements,  as amended by SAB No. 104, Revenue Recognition.
         Consistent  with  the  requirements  of  these  SABs,  revenue  will be
         recognized only when: a) persuasive  evidence of arrangement exists, b)
         delivery has occurred, c) the seller's price to the buyer is fixed, and
         d) collectibility is reasonably assured.


                                      F-7

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)


2.       Summary of significant accounting policies (continued):

         Revenue  recognized  through  September 30,  2008 represents  broadband
         service revenue which has been recognized as the service was purchased.

         Loss per share:

         Basic loss per share of common stock is computed  based on the weighted
         average  number of common  shares  outstanding  during the year. Common
         shares  issuable  upon   the  conversion  of  stock  options  and  debt
         securities  (8,323,600 at September 30, 2008;  406,000 at September 30,
         2007) are not  considered  in the  calculation,  as the effect would be
         antidilutive.  Therefore, diluted loss per share is equivalent to basic
         loss per share.

         Recently issued and adopted accounting pronouncements:

         In February  2007,  the FASB issued SFAS No. 159, The Fair Value Option
         for Financial Assets and Financial Liabilities - Including an amendment
         to FASB Statement No. 115. This statement  permits  companies to choose
         to measure many  financial  instruments  and other items at fair value.
         The objective is to improve financial  reporting by providing  entities
         with the opportunity to mitigate volatility in reported earnings caused
         by measuring related assets and liabilities  differently without having
         to  apply  complex  hedge  accounting  provisions.  This  statement  is
         expected to expand the use of fair value  measurement of accounting for
         financial  instruments,  and the fair value option  established by this
         statement  permits all entities to measure eligible items at fair value
         at specified  election  dates.  This  statement  was  effective for the
         Company on January 1, 2008.  The  Company  did not apply the fair value
         option  to  any of its  outstanding instruments, therefore SFAS No. 159
         did not have an impact on the Company's financial statements.

         In  September   2006,   the  FASB  issued  SFAS  No.  157,  Fair  Value
         Measurement. This statement defines fair value, establishes a framework
         for measuring fair value in generally  accepted  accounting  principles
         and expands  disclosures  about fair value  measurements.  SFAS No. 157
         does not require any new fair value measurements, but provides guidance
         on how to measure fair value by providing a fair value  hierarchy  used
         to classify the source of the information.  This statement is effective
         for fiscal years  beginning  after November 15, 2007.  SFAS No. 157 was
         effective for the Company on January 1, 2008 for all  financial  assets
         and liabilities. For non-financial assets and liabilities, SFAS No. 157
         is  effective  for the  Company  on  January  1,  2009.  Management  is
         currently  determining the effect that the adoption of SFAS No. 157 may
         have on its financial statements beyond it's current fiscal year.

                                      F-8

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)


2.       Summary of significant accounting policies (continued):

         In March 2008, the FASB issued  SFAS No. 161, Disclosures about Deriva-
         tive Instruments and Hedging Activities. SFAS No. 161 requires addition
         -al  disclosure   related  to   derivative   instruments   and  hedging
         activities.  The  provisions  of  SFAS No. 161 are effective for fiscal
         years and  interim periods beginning  after November  15, 2008, and the
         Company is currently evaluating the impact of adoption.

3.       Property  and  equipment  and  deposits for  acquisition  of long-lived
         assets:

         As of September  30, 2008,  property  and  equipment  consists of fiber
         optic  cable  owned by Shi Dai and  located  in Beijing  and  Hangzhou,
         China. These assets are recorded at cost and are depreciated over their
         estimated  useful  lives of  25 years.  As these assets  were placed in
         service  in  late  September  2008,  depreciation  expense and  related
         accumulated depreciation was immaterial for the period.

         As of September 30, 2008, the Company has made a non-refundable deposit
         of  $368,042  with  a  Chinese  company,  Beijing  Gao  Da  Yang  Guang
         Communication  Technology Ltd. ("Gao Da") in Beijing, China. Gao Da, at
         the  direction of the Company,  is acquiring  long-lived  assets on the
         Company's behalf.  These long-lived assets are to consist of an ISP and
         three  wireless  licenses  and  are to be held by Gao Da for use by the
         Company. The Company is planning to acquire a 50% ownership interest in
         Gao Da, at a future  date.  The Company  currently  has a pledge of all
         shares of Gao Da  collateralizing  the deposits.  In September 2008, Da
         Chuan has entered into a  contractual  agreement to use the licenses of
         Gao Da for business operations (Note 7).

4.       Convertible notes payable:

         In June 2007,  the Company  authorized  the sale of up to $1 million of
         convertible   notes   payable.   During  January   2008,   the  Company
         oversubscribed  the offering and issued  $1,004,300  of notes  payable,
         which mature on December 31, 2008, bear interest at 12% per annum,  and
         are unsecured.  Principal and interest are convertible at any time into
         shares of the Company's  common stock at $0.25 per share, at the option
         of the note holders. In addition, in March 2008, the Company authorized
         the  sale  of up to an  additional  $1  million  of  convertible  notes
         payable.  As of September 30, 2008,  the Company  issued  $1,053,200 of
         notes payable,  which mature on December 31, 2009, bear interest at 10%
         per annum, and are unsecured. Principal and interest are convertible at
         any time into shares of the Company's  common stock at $0.50 per share,
         at the option of the note holders.

5.       Income taxes:

         Based on statutory rates, the Company's expected income tax benefit was
         approximately  $391,000  and $27,000 for the nine month  periods  ended
         September  30, 2008 and 2007,  respectively.,  The expected  income tax
         benefit  differs  from  the  actual  benefit  of $0  each  period,  due
         primarily  to the  valuation  allowance.  As the  Company  is unable to
         determine that it is more likely than not that future taxable income of
         the  Company  will  be  sufficient   to  utilize  the  operating   loss
         carryforwards, a valuation allowance has been established against these
         assets.

                                      F-9

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)


6.       Shareholders' deficit:

         Receivable from issuance of common stock:

         At December  31, 2007,  the Company had a  receivable  for common stock
         issued of $2,570. All payments were received  subsequent to the balance
         sheet date.

         Stock option plan:

         Effective January 1, 2008, the Company established a Stock Option Award
         and  Compensation  Plan (the "Plan") covering up to four million shares
         of the Company's common stock. Any employee,  consultant or Director of
         the Company  and  its subsidiaries  are  eligible to  participate.  The
         exercise prices of   the options granted were  determined by  the  Plan
         committee,  whose members are appointed by the Board of Directors,  and
         the exercise  prices are generally to be  established  at the estimated
         fair value of the Company's common stock at the date of grant.  Options
         are to be granted  with terms not to exceed  five  years.  The  Company
         granted  2,600,000  options  during  the first  quarter of 2008 with an
         exercise price of $.25 per share and cancelled  400,000 of these grants
         in the second quarter of 2008.. There were 581,250 vested options as of
         September  30, 2008.  Before any  employee  options may be delivered or
         exercised, the shareholders must ratify the Plan.

         The  compensation  committee  may award  incentive  stock  options  and
         nonqualified  stock  options  under the 2008 Plan.  Only  employees may
         receive  incentive  stock  options.  The  compensation  committee  also
         determines  the exercise  price of each option.  However,  the exercise
         price of an  incentive  stock  option  may not be less than 100% of the
         fair market value of the  underlying  shares on the date of grant.  The
         exercise  price of any option may not be less than the par value of the
         underlying share(s).

         The compensation  committee  determines the term of each option, but no
         term may  exceed  10 years  from the date of  grant.  The  compensation
         committee  also  determines  at what time or times  each  option may be
         exercised and any  conditions  that must be met before an option may be
         exercised.  Options may be made  exercisable in  installments,  and the
         exercisability  of  options  may be  accelerated  by  the  compensation
         committee.

         The Company  recorded  total  stock-based  compensation  of $15,650 and
         $87,575  for the  three  and nine  months  ended  September  30,  2008,
         respectively,  for options that vested during the periods.  These costs
         are included in general and administrative expense. As of September 30,
         2008,   the  estimated   fair  value  of  unvested  stock  options  was
         approximately  $206,000,  which is  expected  to be  recognized  over a
         weighted average period of approximately one year.


                                      F-10

<PAGE>


                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)


6.       Shareholders deficit (continued):

         Stock option plan:

         The Company uses the  Black-Scholes  option  pricing model to determine
         the weighted  average fair value of options.  The weighted average fair
         value of options  granted  during the nine months ended  September  30,
         2008 was $0.13 per  option.  The assumptions utilized  to determine the
         fair value of options granted during  the  nine months ended  September
         30, 2008 are  provided in  the following  table.  There were no options
         granted during 2007.

                Risk free interest rates                      1.61% - 2.89%
                Expected volatility                             80% - 89%
                Expected term in years                            2 - 3
                Expected dividend yield                             -

         The  following  table sets forth the  activity in the  Company's  Stock
         Option Plan since its January 1, 2008 establishment:

<TABLE>
<CAPTION>

                                                               Weighted
                                               Number of        Average
                                               Shares Under     Exercise                     Average
                                               -lying Options    Price       Exercisable    Fair Value
                                               ------------- ------------- --------------- -------------
<S>                                            <C>           <C>           <C>             <C>
         Outstanding January 1, 2008                 -             -              -              -
         Granted during period                   2,600,000       $0.25         681,250         $0.13
         Forfeited/expired                        (400,000)       0.25        (100,000)         0.14
                                               ------------- ------------- --------------- -------------
         Outstanding September 30, 2008          2,200,000       $0.25         581,250         $0.13
                                               ============= ============= =============== =============
</TABLE>

         It was determined  that there was no intrinsic  value  attributable  to
         options granted during the nine months ended September 30, 2008, as the
         estimated  market price of the Company's common stock of $.25 per share
         was the same as the exercise price of the options.

         Common stock issued for services:

         During the nine months ended  September  30, 2008,  the Company  issued
         634,000 shares of common stock to various parties as employment signing
         bonuses and payments for services performed for the Company,  valued at
         $158,500  ($0.25 per share).  No shares were issued for services in the
         three months ended  September  30, 2008.  There were 100,000  shares of
         common stock issued for services during the nine months ended September
         30, 2007, valued at $25,000.  No shares were issued for services in the
         three months ended September 30, 2007.




                                      F-11

<PAGE>

                        CHINA WI-MAX COMMUNICATIONS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
                                   (Unaudited)



7.       Commitment:

         In  September  2008,  the  Company,  through Da Chuan,  entered  into a
         20-year  contract  with Gao Da, in which the  Company  is  entitled  to
         utilize  and manage  all  aspects of Gao Da's  business  assets  (which
         primarily  consist  of  optical  fiber  assets  and  licenses)  for the
         Company's benefit,  as defined. In September 2008, Gao Da also assigned
         the  rights,  title and  interest in certain  customer  accounts to the
         Company. As consideration for the service agreement,  the Company is to
         pay or reimburse  Gao Da for any  licensing  fees for base  stations or
         license renewal expenses,  and the Company is to pay a quarterly fee to
         Gao Da based on a  percentage  of net revenue  generated  from Gao Da's
         business  operations,  as defined.  At September 30, 2008, the accounts
         receivable balance  of  $21,882 is due  from  Gao Da.  This balance was
         collected subsequent to September 30, 2008.

         Gao Da's president and sole shareholder owns  approximately 7.4% of the
         Company's common stock.












                                      F-12

<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2007,  and for each of the periods then
ended,  includes  a  "going  concern"  explanatory  paragraph,   that  describes
substantial doubt about the Company's ability to continue as a going concern.

GENERAL

China  Wi-Max plans to be a  telecommunications  broadband  business  focused on
providing  commercial  customers  with high  bandwidth  connections in first and
second tier markets in China through subsidiary companies.  Through these wholly
and  partially  owned  subsidiaries,  China  Wi-Max  intends to build,  own, and
operate metropolitan area Internet Protocol (IP) based broadband networks, using
both owned optical fiber and licensed Wi-Max capable wireless spectrum.

China Wi-Max currently has two wholly owned Chinese operating subsidiaries.  The
operating  subsidiaries  have the  assets  and  licenses  or have  entered  into
contract  arrangements with other companies that have the requisite  licenses to
deliver  value added  telecommunications  services in Beijing,  China.  Of equal
importance  is raising  sufficient  capital to enable  execution of the business
plan both  short and long term,  as  telecommunications  is a capital  intensive
business.  China Wi-Max operating  subsidiaries' personnel and contract staff in
China are continuing to evaluate equipment  providers for the core and last mile
network  and  developing  sales  and  marketing  plans and  gathering  necessary
information to execute those plans. The initial fiber network in Beijing carried
its first commercial  traffic in September,  2008.  Appropriate  legal documents
needed  for all  aspects  of the  business  have  been or are  being  developed.
Ensuring that  business  plans and the  associated  execution of those plans are
carried out is an ongoing high priority activity.

To the extent China Wi-Max  operations  are not sufficient to fund the Company's
capital  requirements,  China Wi-Max may enter into a revolving  loan  agreement
with  financial  institutions  or attempt to raise  capital  through the sale of
additional  capital  stock or through the issuance of debt.  At the present time
China  Wi-Max  does not  have a  revolving  loan  agreement  with any  financial
institution  nor can the Company  provide any assurance  that it will be able to
enter into any such  agreement  in the future or be able to raise funds  through
the further issuance of debt or equity.


                                       1
<PAGE>


RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended  September 30, 2008 Compared to
the Three Months Ended September 30, 2007

During  the  three  months  ended  September  30,  2008 and 2007,  China  Wi-Max
recognized  revenues  of  approximately  $15,000  and $0  from  its  operational
activities.

During the three months ended September 30, 2008,  China Wi-Max incurred general
and administrative expenses of $297,035 compared to $16,340 for the three months
ended  September 30, 2007. The $280,695  increase was a result of an increase in
the Company's  operational  activities compared to the prior period.  During the
three months ended  September  30, 2008,  the Company  continued to increase its
staff and outside consultants,  as it began implementation of its business plan.
As a result  of the staff  increases,  there was an  increase  of  approximately
$116,000 in salary and wages,  expenses  for  operations  in China  increased by
$73,000,  consulting  and  professional  fees  increased  by $49,000  and travel
increased by $14,000 over the prior period ended September 30, 2007

During the three months ended September 30, 2008, China Wi-Max  recognized a net
loss of $342,897 compared to a net loss of $16,340 during the three months ended
September 30, 2007. The $326,557  increase in net loss was primarily a result of
the $280,000 increase in general and  administrative  expenses,  discussed above
combined  with the  $49,387  increase  in  interest  expense  as a result of the
issuance of convertible promissory notes discussed below.

China  Wi-Max's  basic  loss per share was $.03  during the three  months  ended
September  30,  2008  versus a net loss of less than $0.01 per share  during the
three months ended September 30, 2007.

Results of Operations  for the Nine Months Ended  September 30, 2008 Compared to
the Nine Months Ended September 30, 2007

During  the nine  months  ended  September  30,  2008  and  2007,  China  Wi-Max
recognized  revenues  of  approximately  $15,000  and $0  from  its  operational
activities.

During the nine months ended September 30, 2008,  China Wi-Max incurred  general
and  administrative  expenses  of  $1,026,084  compared  to $79,884 for the nine
months ended September 30, 2007. The $946,200  increase was primarily the result
of an increase in the  Company's  operational  activities  compared to the prior
period.  During the nine months ended  September 30, 2008, the Company hired its
initial  staff  and  increased  use  of  outside  consultants  as  it  continued
implementation  of its  business  plan.  The period  over  period  increase  was
primarily  a result of the staff  increases,  with an  increase  of  $310,000 in
salary  and wages,  increased  consulting  and  professional  fees of  $280,000,
expenses for  operations  in China  increased of $108,000 and  increased  travel
expense of $28,000.  During the nine months  ended  September  30,  2008,  China
Wi-Max  incurred  $246,075  in expenses  related to stock and options  issued as
payment for services compared to $25,000 for the nine months ended September 30,
2007.

During the nine months ended September 30, 2008,  China Wi-Max  recognized a net
loss of  $1,115,633  compared  to a net loss of $79,884  during the nine  months
ended September 30, 2007. The $1,071,749  increase in net loss was primarily the
result  of  the  $946,200  increase  in  general  and  administrative  expenses,
discussed  above  combined  with the 129,074  increase in interest  expense as a
result of the issuance of convertible promissory notes discussed below.


                                       2
<PAGE>

China  Wi-Max's  basic  loss per share was $0.12  during the nine  months  ended
September  30, 2008 versus a net loss per share of $0.01  during the nine months
ended September 30, 2007.

LIQUIDITY

Cash flow from operations has not historically  been sufficient to sustain China
Wi-Max's operation without additional sources of capital. At September 30, 2008,
the  Company  had  total  current  assets  of  $160,631,  consisting  of cash of
$120,984,  accounts  receivable of $21,882 and prepaid  expenses of $17,765.  At
September 30, 2008,  the Company had total current  liabilities  of  $1,193,698.
Total  current  liabilities  consist of  accounts  payable of  $45,001,  accrued
interest of $144,397 and current  convertible  notes payable of  $1,004,300.  At
September 30, 2008, the Company had a working capital deficit of $1,033,067.

During the nine months ended  September 30, 2008,  China Wi-Max used $821,732 in
its operating  activities.  The net loss of $1,151,633 was adjusted for $158,500
of services paid for by the issuance of common stock, $87,575 in non-cash option
expenses and $1,901 in  amortization  of debt  issuance  costs.  During the nine
months  ended  September  30,  2008,  there was a $32,892  increase  in accounts
receivable,  $3,834 decrease in prepaid expenses, a $32,892 decrease in accounts
payable,  a $128,017  increase in accrued interest and a $40 increase in payroll
liabilities.

During the nine months ended  September  30, 2007,  China Wi-Max used $35,311 in
its  operating  activities.  A net loss of $79,884 was  adjusted  for $25,000 of
services paid for by the issuance of common stock.  During the nine months ended
September 30, 2007,  there was a $3,686  decrease in accounts  receivable  and a
$15,887 increase in accounts payable.

During the nine months ended  September 30, 2008,  China Wi-Max used $357,459 in
its investing  activities,  of which $174,417 was for purchases of optical fiber
and $183,042 was for deposits for the  acquisition of long-lived  assets,  which
relate to the acquisition of business and wireless licenses in Beijing, Hangzhou
and Shanghai,  China.  During the nine months ended  September  30, 2007,  China
Wi-Max used  $35,000 in its  investing  activities  on  deposits  for long lived
assets in Beijing, China.

During  the  nine  months  ended  September  30,  2008,  China  Wi-Max  received
$1,143,240 from its financing activities. During the nine months ended September
30, 2007, China Wi-Max received $106,575 from its financing activities.

In June 2007, the Board of Directors  authorized the sale of up to $1 million of
unsecured convertible  promissory notes.  Principal and interest are convertible
at any time into shares of China  Wi-Max's  common stock at $0.25 per share,  at
the option of the note holders.  As of January 2008, the Company  oversubscribed
the offering and issued  $1,004,300 of notes  payable,  which mature on December
31, 2008,  bear interest at 12% per annum,  and are  unsecured.  During the nine
months ended September 30, 2008, China Wi-Max issued an additional $1,053,200 in
unsecured  convertible  promissory  notes,  which  mature on December  31, 2009,
bearing interest at 10% per annum, and are unsecured. Principal and interest are
convertible at any time into shares of China Wi-Max's  common stock at $0.50 per
share, at the option of the promissory  note holders.  China Wi-Max has not paid
nor is any  principal or interest due on these notes.  As of September 30, 2008,
there is  $2,057,500  in  outstanding  convertible  notes  payable  and  accrued
interest of $144,397. China Wi-Max is not in default with regard to these notes.

During the nine months ended  September 30, 2008,  China Wi-Max  issued  634,000
shares of its common stock to  individuals  as  employment  signing  bonuses and
payments for services performed for China Wi-Max, valued at $158,500.


                                       3
<PAGE>

During the nine months  ended  September  30, 2008,  China  Wi-Max  issued stock
options  exercisable for 2,600,000  shares of its common stock. The options have
an exercise  price of $0.25 per share and a term of 5 years.  Subsequent  to the
issuance, options exercisable for 400,000 shares of common stock were cancelled.
The options have variable vesting rates.  During the nine months ended September
30, 2008, options exercisable for 581,250 shares were vested. These options were
valued using the  Black-Scholes  model,  and the Company has recorded $87,575 of
stock based  compensation  expense  during the nine months ended  September  30,
2008.

To the extent China  Wi-Max's  operation are not  sufficient to fund its capital
requirements,  China  Wi-Max  may enter into a  revolving  loan  agreement  with
financial  institutions  or  attempt  to  raise  capital  through  the  sale  of
additional  capital  stock or through the issuance of debt.  At the present time
China  Wi-Max  does not  have a  revolving  loan  agreement  with any  financial
institution  nor can it provide any assurance that it will be able to enter into
any such  agreement in the future or be able to raise funds  through the further
issuance of debt or equity.

In the event that our  operating  plan  changes due to changes in our  strategic
plans,  lower  than  expected  revenues,   unanticipated   expenses,   increased
competition,  unfavorable economic conditions or other unforeseen circumstances,
including  the  continued  turmoil and  tightening  of the credit  markets,  and
further  weakening of consumer  confidence  and  spending,  our liquidity may be
negatively impacted.  If so, we could be required to adjust our expenditures for
the  remainder  of 2008  and for  2009 to  conserve  working  capital  or  raise
additional  capital,  possibly  including  debt  or  equity  financing,  to fund
operations and our growth strategy.

Need for Additional Financing

China  Wi-Max's  business  plan  requires  funding to  develop  and expand a new
capital intensive  business.  China Wi-Max has been addressing funding needs for
the next twelve months  estimated at $10 to $15 million dollars to carry out the
business plan. To continue to expand and grow the business  beyond twelve months
will  require  significant  additional  capital and China  Wi-Max  expects to be
continually raising funds for at least the next twenty-four months to thirty-six
months.  Although  management  believes  there is tremendous  upside  potential,
failure to raise sufficient  additional  capital could result in reduced growth,
or in the worst case,  failure of the business.  These ongoing capital needs are
reflected in the Company's independent registered public accounting firm's Going
Concern comments for the audited period ending December 31, 2007.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.

As  required  by SEC Rule  15d-15(b),  we carried  out an  evaluation  under the
supervision and with the  participation  of our management,  including the Chief
Executive  Officer/Chief  Financial Officer,  of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule  15d-14 as of the end of the period  covered by this  report.  Based on the
foregoing evaluation,  our Chief Executive  Officer/Chief  Financial Officer has
concluded  that our  disclosure  controls and procedures are effective in timely
alerting him to material information required to be included in our periodic SEC
filings and to ensure that information  required to be disclosed in our periodic
SEC filings is accumulated and  communicated  to our  management,  including our
Chief  Executive  Officer/Chief  Financial  Officer,  to allow timely  decisions
regarding required disclosure.



                                       4
<PAGE>


Management's Report on Internal Control over Financial Reporting

This  quarterly  report  does not  include a report of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the  Securities and Exchange  Commission of newly public
companies.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

This  quarterly  report  does not  include a report of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the  Securities and Exchange  Commission of newly public
companies.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following unregistered sales of its securities from July 1,
2008 through September 30, 2008.

<TABLE>
<CAPTION>

  DATE OF SALE      TITLE OF SECURITIES     NO. OF SHARES          CONSIDERATION           CLASS OF PURCHASER
----------------- ------------------------- -------------- ------------------------------- ---------------------------------
<S>               <C>                       <C>            <C>                             <C>

    7/29/08       Common Stock              150,000        $75,000 Convertible             Business Associate
                                                           Promissory Note
----------------- ------------------------- -------------- ------------------------------- ---------------------------------
    7/30/08       Common Stock              300,000        $150,000 Convertible            Business Associate
                                                           Promissory Note
----------------- ------------------------- -------------- ------------------------------- ---------------------------------
    8/29/08       Common Stock              220,000        $110,000 Convertible            Business Associate
                                                           Promissory Note
----------------- ------------------------- -------------- ------------------------------- ---------------------------------
    9/30/08       Common Stock              76,400         $38,200 Convertible             Business Associate
                                                           Promissory Note
</TABLE>

Exemption From Registration Claimed

All of the sales by the Company of its unregistered  securities were made by the
Company in reliance upon Section 4(2) of the  Securities Act of 1933, as amended
(the "1933  Act").  All of the  individuals  and/or  entities  listed above that
purchased the unregistered securities were almost all existing shareholders, all
known  to  the  Company  and  its  management,   through  pre-existing  business
relationships,  as  long  standing  business  associates.  All  purchasers  were
provided  access to all  material  information,  which they  requested,  and all
information  necessary to verify such  information  and were afforded  access to
management of the Company in connection with their purchases.  All purchasers of
the unregistered securities acquired such securities for investment and not with
a view  toward  distribution,  acknowledging  such  intent to the  Company.  All
certificates  or  agreements  representing  such  securities  that  were  issued
contained restrictive legends,  prohibiting further transfer of the certificates
or agreements representing such securities, without such securities either being
first registered or otherwise exempt from  registration in any further resale or
disposition.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                None.


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<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               None.


ITEM 5.  OTHER INFORMATION

               None.


ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31     Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act

     Exhibit 32     Certification of Chief Executive Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act





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<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                                            CHINA WI-MAX COMMUNICATIONS, INC.
                                            (Registrant)



Dated:   November 18, 2008                  By: /s/ George E. Harris
                                                --------------------------------
                                                George E. Harris, President and
                                                Chief Financial Officer










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